85-22 Attachement-1 Lakeside Ave.pdf

esearch that in our professional opinion is necessary to locate utllity lines and otfier man-made objects that may exist beneath the sites surface, The CLIENT recognizes that Matrix's research may not identify all subsurface utiliy lines and man-made objects. Matrix will take aasonable precautions to avoid damage or injury to any subsurface utllitles or structures. The CLIENT agrees to hold Matrix harmless and the CLIENT agrees to pay for damages to underground ulllitles or structures which are not called to Matrix's attention or correctly shown on plans furnished by the CLIENT or third partiss. Section 8: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Hazardous materials or certain types of hazardous materia!s may exist at a site where there Is no reason fo believe they could or should be present. Matrix and the CLIENT agree that the discovery of unanticipated hazardous materials conslitutes a changed condition mandating a renegotiation of the scope of work and compensation for the Services or termination af he Agreement. Matrix agrees to notify the CLIENT as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. The CLIENT encaurages Matrix to take measures that In «Matrhcs professtonal opinion are justified or legally required to preserve and protect the health and safety of Matrix's personnel and the public, and/or the environment, and the GLIENT agrees to compensate Matrix for the additional cost of such work. In addition, the CLIENT walves any claim against Matrix, and agrees to indemnify, defend and hold Matrix harmless from any claim or Hability tor injury or toss arising from Matrix's encountering of unanticipated hazardous materials or suspected hazardous materials. The CLIENT also agrees to compensate Matrix for time spent and expenses incurred by Matrix In defense of any such claim, with such compensation to be based upon Matrix’s prevalling fae schedule and expense reimbursement policy.

MATRIXNEWCORLD Engineering Progress Section 9: STANDARD OF CARE The Services provided by Matrix under the Agreement will be conducted In a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or impllad, and no warranty or guarantee, in fact or by law, whether of merchantability or fitness for a particular purpose or otherwise, is included or Intended in the Agreement, or in any report, opinion, document or otherwise, ‘The CLIENT recognizes that subsurface conditions may vary from those encountered at the location where, and at the time whan, borings, sampling, or testing are performed by Matrix and that the data provided by Matrix are based solely on the information available to Matrix. The CLIENT agrees to indemnify and hold Matrix harmless from and against all ciaims, damages, losses and expanses arising from the interpretation by others of data provided by Matrix, Section 10: INDEPENDENT CONTRACTOR Matrix shall be an independant contractor In performing the Services and shall not act as an agent or employee of the CLIENT. As such, and subject to the terms and conditions hereof, Matrix shall be responsible for Its employeas, subcontractors, and agents and for thelr compensation, benefits, contributions, and taxes, if any. Section 11: JOBSITE HEALTH AND SAFETY Insofar as Jobsite safely [s concerned, Matrix is responsible sotely for Its own employees’ and subcontractor's activities on the Jobsite, but this shall not be construed to relleve the CLIENT cr his contractors from thelr rasponsibilily for methods of work performance, superintendence, sequencing of construction, or safely in, on or about the jobsite. Section 12: INSURANCE Matrix is protected by: 1) Worker's Compensation Insurance as required by applicable law, 2) General Liability and Automobile Liabitity Insurance (in the amount of $1,000,000 combined single limit) for bodily injury and property damage, and 3) Professtonat Liability (Errors & Omissions) with policy limits equa to at least $1,000,000. Matrix shall provide insurance cerlificates illustrating the coverage herein defined to the Board prior to commencing work at the site. ‘Within the IImits of sald insurance, Matrix agrees to sava the CLIENT harmless from and against loss,

ates illustrating the coverage herein defined to the Board prior to commencing work at the site. ‘Within the IImits of sald insurance, Matrix agrees to sava the CLIENT harmless from and against loss, damaga, Injury or liability arising from negligent acts or omissions of Matrix, Its subcontractors, and their respective employees and agents acting in the course and scope of this project. Matrix shall not be responsible for any loss, damage, of liability arising from any acts by the CLIENT, its agents, staff, and other consultants and subcontractors employed by the Cilent. Section 13: INDEMNITY A Matrix Matrix agrees to indemnify and hold harmless CLIENT from and against any and all losses, damages, llabililies, and expenses (including, but not limited to, legal fees and costs of Investigation) to the extent resulting or arising out of negtigance or willful misconduct of Matrix or performance of the Services hereunder, provided that such loss, damage, liabllity or expense Is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of naive property, ‘and not caused In whole or In party by any acts or omissions of the CLIENT, a third party, or anyone directly or indirectly employed by the Ctl . B. CLIENT The CLIENT, agrees to indemnify and hold harmless Matrix from and against any and all tosses, damages, liabilities, and expenses (Including, but not limited to, tegel fees and costs of Investigation} to the extent resulting or arising out of negligence or willful misconduct of the CLIENT, or anyone direclly of indirectly employed by the CLIENT, or the performance of the CLIENT’s obligations under the Agreement, any non-conforming wastes waste(s) or discrepancies in the pertinent manifest(s) as defined by applicable regulations, or an condition existing at the work site(s) prior to the date of the Agreement or caused by anyone directly or Indirectly employed by the CLIENT. Section 14; LIMIT OF LIABILITY Notwithstanding any other provision contained in the Agreement A In no event shall Matrix, its employees, agents, or sub-contractors be responsible for any Incidental, indirect, impact, or consequential damages (including loss of profits), liabilities or expenses Incurred by the CLIENT or any third party as a result of Matrix's performance or nonperformance of the Services contracted for herein, and the CLIENT waives all

ss of profits), liabilities or expenses Incurred by the CLIENT or any third party as a result of Matrix's performance or nonperformance of the Services contracted for herein, and the CLIENT waives all such Incidental, Indirect, impact, or consequential damages. B. ‘The obligations of Matrix under the Agreement are not Intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any of parent or affiliate of Matrix, or any of their respective officers, directors, shareholders, partners, principals, members, managers, beneficiaries, employees or agents. CG, Matrix's tata! liabllily to CLIENT for any and all injuries, claims, losses, expenses or damages whatsoever arising aut of, or in any way related to the Agreement from any cause or causes, including but not IImited to Matrix's errors, negligence, omissions, strict llabillly, breach of contract or breach of warranty, shall not exceed the total contract amount far the Services provided by Matrix or the limit of liabllity available at the Ime of the claim, whichever is lesser. D To the maximum extent penmittad by law, the limitations on damages, the releases from liability, the limitations of Gabllity, and the exclusive remedies provisions expressly provided In the Agreement shall apply even in the event of the fault, negligence (in whole or In part), strict liability or breach of contract of Matrix, The remedies provided in the Agreement are exclusive, except that te CLIENT shall in addition have the right to obtaln specific performance and all other injunctive rellef that may be available. Matrix disclaims, and the CLIENT waives, any Implied warranties of merchantability or fitness for a particular purpose with respect to any equipment or other personal property procured by Matrix and provided to the CLIENT as part of any Services.

MATRIXNEWORLD Engineering Progiess Section 15: PROJECT DELAYS if Matrix Is delayed at any lime In performing the Services for any specific project or activity by an act, fallure to act, or neglect of the CLIENT or the CLIENT'S employees or any third patties; by changes in the scape of work; by unforeseen circumstances Including delays ‘authorized by the CLIENT and agreed to by Matrix; by acts of force majeura Including, without limitation, fires, floods, riots, and strikes; by delays caused by foreign ar domestic governmental acts or regulations; or by any cause beyond the reasonable contro! of Matrix, then the time for completion ‘of the Services shall be extended based upon the Impact of the delay. Matrix shall racaive an adequala compensation adjustment if the delays caused by any of the above result in changes, require additional services, or result in additional costs to Matrix. Section 16: ASSIGNMENT Matrix shall not assign tha Agreement in whole or part except that Matrix may use the services of persons and entitles not in its employ, whan it Is appropriate to do so. Such persons and entitles include, but are not limited to, surveyors, specialized consultants, drilling contractors, and testing laboratories. Matrix’s use of others for additional services shall not be unreasonably restricted by the CLIENT provided Matrix notifies the CLIENT In advance, Section 17: THIRD PARTY EXCLUSION The Agreement shall not create any rights or benefits to partles other than the CLIENT and Matrix, except such other rights as may be specifically called herein. Section 18: SEVERABILITY If any clause or section of the Agreement shall be deemed vold or Invalid, such a decision shall only apply to that particular section(s) and shall not render the rest of the Agreement invalld. The balance of the Agreement shall remain in force. Section 19: TERMINATION Matrix may terminate the Agreement upon five (6) days’ nolice If the CLIENT defauits in the payment for the Services or for any other material defaull by the CLIENT under the Agreement, The CLIENT or Matrix may terminate the Agreemenl upon fourteen (14) days’ notice for any reason which may arise or for no reason. In the event of such termination of the Agreement for any reason which may arise or for no reason, the termination wilt become effective fourteen (14) calendar days after receipt of the termination

n. In the event of such termination of the Agreement for any reason which may arise or for no reason, the termination wilt become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which pany shall affact termination of the cause therefore, the CLIENT shall within thirty (30) calendar deys of termination remunerate Matrix for the Services rendered and costs incurred (including all reimbursable casts hereunder), in accordance with Matrlx’s prevailing rate schedule. Section 20: GOVERNING LAW Unless otherwise pravided in an addendum, the law of the Stata of New Jersey will gavern the validity of the Agreament, Its interpretation and performance, and remadies for contract breach or any other clalms related to the Agraament.

MATRIXNEWORLD Engineering Progress APPENDIX C MATRIX FEE SCHEDULE

MATRIXNEWORLD Engineering Progress P2021 FEE SCHEDULE TITLE HOURLY RATE Executive Engineer $275.00 Principal $230.00 Senlor Technical Director $200.00 Senlor Project Manager, $190.00 Technical Director $180.00 Senlor Technical Manager $170.00 Project Manager. $160.00 Senior Project Professional $156.00 Project Professional $150.00 Senlor Project Specialist $145.00 Project Specialist $140.00 Senior Technical Professional $130.00 One-Man Robotic Crew $125.00 Senior Tachnical Specialist $115.00 Technical Specialist $105.00 Senior Data/Field Specialist $100.00 Second Survey Crew Member $100.00 Data/Field Specialist $90.00 Senior Technical Assistant $85.00 Technical Assistant $80.00 Junior Technical Assistant $75.00 Juntor Data/Fleld Technician $70.00 Data Entry Specialist $60.00 ITEM FEE Black & White Copy 814 x 11 $ 0.20/sheet. Black & White Copy 8% x 14 $ 0.30/sheet Black & White Copy 11 x 17 $ 0.40/shaet Black & White Copy 18 x 24 $ 1.45/sheet Black & White Copy 24 x 36 $ 2.85/sheet Black & White Copy 30 x 42 $ 4.26/sheet Color Copy 8% x 14 $ 0.40/sheet Color Copy 11 x17 $ 0,80/sheet Color Copy 24 x 36 $27.00/sheet Color Copy 30 x 42 $40.00/sheet Mylar 24 x36 $27.00/sheet Mylar 30 x 42 $40.00/sheet cD $80.00/dise Robotlc per diem. $250.00 ‘Scanner per diem $400.00 Subconsultants 115% of cost Qut-of- pocket expenses. 115% of cost Additional reimbursables Inciude, but are not limited to, delivery expenses: and mileage, charged at Federal prevailing rates.